Exhibit 10.10
AIRCRAFT LEASE
AGREEMENT
This Aircraft Lease Agreement
(“ Lease ”) is made and entered into as of March
15, 2004, by and between JOSTENS HOLDING CORP., a Delaware
corporation (“ Lessor ”), with its principal
place of business at 5501 American Boulevard West, Minneapolis,
Minnesota 55437, and JOSTENS, INC., a Minnesota corporation
(“ Lessee ”), with its principal place of
business at 5501 American Boulevard West, Minneapolis, Minnesota
55437.
W I T N E S S E T
H
WHEREAS , Lessor has purchased a certain Citation CJ2
aircraft, manufacturer’s serial number 111, current
registration number N219FL, including two (2) Williams/Rolls Royce
FJ44-2C aircraft engines, bearing manufacturer’s serial
numbers 126090 and 126091 installed thereon (collectively the
“ Aircraft ”);
WHEREAS , Lessee desires to Lease the Aircraft from
Lessor on the terms and subject to the conditions set forth herein;
and
WHEREAS , Lessor and Lessee desire that all flight
operations conducted by Lessee under this Lease be conducted
pursuant to Part 91 of the Federal Aviation Regulations and that
this Lease not be construed as giving rise to air taxi operations
under Part 135 of the Federal Aviation Regulations.
NOW, THEREFORE
, the parties hereto agree as
follows:
1.
Lease of
Aircraft . Pursuant to the terms
and conditions of this Lease, Lessor agrees to lease to Lessee, and
Lessee agrees to lease from Lessor, the Aircraft for the term of
this Lease.
2.
Fees . In consideration for
Lessor’s lease of the Aircraft to Lessee, Lessee shall pay to
Lessor aircraft lease fees as set forth on the Lease Supplement
attached hereto (the “ Aircraft Lease Fees ”) in
such amounts and at such times as are set forth
therein.
3.
Term . This Lease shall
commence on the date hereof and shall continue in effect for a
period of one year, and shall automatically renew on an annual
basis unless either party shall give notice to the other that it
desires to terminate or unless terminated earlier in accordance
with the terms hereof.
4.
Costs of
Operation . All costs of
operating the Aircraft, including, without limitation, costs of
aviation fuel, oil and additives for the Aircraft, shall be for the
account of, and paid by, Lessee.
5.
Repair and
Maintenance; Logbooks and Records .
(a)
Lessee hereby
represents and warrants to Lessor that the Aircraft shall be
maintained in good flying condition in conformity with all
applicable federal and state laws, rules and regulations. All
routine Aircraft inspections, maintenance and services shall be for
the account of, and paid by, Lessor.
(b)
Lessee shall
maintain all logs, manuals, inspection data, modification and
overhaul records required to be maintained with respect to the
Aircraft (collectively, “ Logbooks
”).
6.
Inspection
Right . Lessor or its
designee shall have the right to inspect the Aircraft at any
reasonable time upon reasonable advance notice. At the time
of such inspection, Lessee shall make available to Lessor or its
designee the Logbooks.
7.
Disclaimer of
Warranty . NOTWITHSTANDING
ANYTHING IN THIS LEASE TO THE CONTRARY, LESSOR EXPRESSLY DISCLAIMS
ANY IMPLIED WARRANTY AS TO AIRWORTHINESS, DESIGN, VALUE, CONDITION,
SUITABILITY, ABSENCE OF ANY LATENT OR OTHER DEFECTS WHETHER OR NOT
DISCOVERABLE, ABSENCE OF OBLIGATION BASED ON STRICT LIABILITY IN
TORT OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND
WHATSOEVER; AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND
DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR
WARRANTIES. LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR
LIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN
CONTRACT OR TORT OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF
LESSOR OR OTHERWISE, FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED
OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR
ANY ENGINE OR ANY PART THEREOF OR BY ANY INADEQUACY THEREOF OR
DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN
CONNECTION THEREWITH, (ii) THE USE, OPERATION OR PERFORMANCE OF THE
AIRCRAFT OR ANY RISKS RELATING THERETO, (iii) ANY INTERRUPTION OF
SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL
DAMAGES OR (iv) THE DELIVERY, OPERATION, SERVICING, MAINTENANCE,
REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT. IN NO
EVENT SHALL LESSOR BE LIABLE TO LESSEE HEREUNDER FOR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES,
WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
INDEMNITY OR OTHERWISE.
8.
Insurance
. Lessor
shall purchase and maintain insurance policies covering full hull
damage for the Aircraft, and passenger and public liability with
such coverage as Lessor deems satisfactory. Lessor shall
furnish Lessee and Sublessees (if any) with evidence of such
insurance naming Lessee as an insured. Lessee shall operate
the Aircraft in strict compliance with the terms, conditions and
limitations of, and in the geographical areas allowed by, such
insurance policies.
9.
Other
Expenses . Lessee agrees to
provide its own flight following, dispatch, communications and
weather briefing in connection with Lessee’s lease of the
Aircraft. All other costs and expenses in connection with
Lessee’s operation of the Aircraft, including but not limited
to, commissary expenses, landing fees, parking fees, hangar fees
and annual registration fees or taxes, shall be paid by
Lessee.
10.
Pilots
. All
pilots shall be type-rated in the Aircraft and meet the minimum
requirements imposed or recommended by the manufacturer of the
Aircraft, the Federal Aviation
Administration or the
Aircraft’s insurer, as such requirements or recommendations
may change from time to time.
11.
Payments
. All
payments due to Lessor under this Lease shall be paid to Lessor in
immediately available funds on the date payable hereunder by wire
transfer to an account specified by Lessor in a notice given to
Lessee in accordance with the provisions hereof, except that if
Lessor shall consent thereto or shall fail to specify an account to
which wire transfer of funds shall be made, Lessee may make payment
by check drawn payable to Lessor and sent to Lessor’s
address, or at such other address or to such other person as the
Lessor may from time to time direct by notice in writing to
Lessee.
12.
Default
. Each of
the following events shall constitute an “ Event of
Default ” hereunder (whatever the reason for such event
and whether it shall be voluntary or involuntary, or come about or
be effected by operation of law, or be pursuant to or in compliance
with any judgment, decree or order of any administrative or
governmental body):
(a)
Lessee shall fail
to make any payment of any Aircraft Lease Fees within forty five
(45) days after the same shall become due and such failure shall
continue for thirty (30) days after Lesse
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